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Contents Corporate Governance Report Foreword by the Chairman of the Board CORPORATE GOVERNANCE REPORT Contents Corporate governance report Foreword by the Chairman of the Board . 42 Focus on strategy issues and risk management Corporate Governance 2008 . 43 Shareholders . 43 Annual General Meeting . 43 Nominations Committee . 44 Board of Directors . 44 Auditor . 45 Board of Directors . 46 Composition of the Board 2008/2009 . 46 Board members’ attendance 2008/2009 . 47 Overview of the governance in the Trelleborg Group . 48 Group Management . 50 Remuneration to the Board and senior executives . 52 Principles . 52 Remuneration to management 2008 . 52 Long-term incentive program . 53 Remuneration to the Board 2008 . 53 Remuneration to the auditor 2008 . 53 Report by the Board of Directors’ on Internal Control . 54 Underwater buoyancy Hundreds of kilometers out to sea, gigantic drills are being used to locate oil. In this extremely harsh environment, the oil rig is protected by Trelleborg’s specially- designed buoyancy modules, which reduce the weight of long, heavy oil pipelines made of steel - a different solution. ANNUAL REPORT 2008 TRELLEBORG AB 41 CORPORATE GOVERNANCE REPORT Focus on strategy issues and risk management Sound governance and control supports good business. This was the heading for my introduction to this section of Trelleborg’s 2007 Annual Report. I believe that this is even more important in the turbulent business environment that has particularly characterized the latter part of 2008. Sound corporate governance is not only about structure and clarity in management and areas of responsibility, but it also relates to good transparency so that shareholders can understand and monitor the development of the company – which is also increasingly important in times marked by harsh market conditions and major challenges. Trelleborg, as with any other company, must earn the trust of its stakeholders on a daily basis. During the year, the work of the Board of Directors focused largely on strategy issues – the best way to develop our operations for the future. We compete in a demanding market in which our strategies provide stability and long-term focus. At the same time, our strategies provide support on a daily basis when we must rapidly adapt and act to cope with the prevailing situation, which involved radical changes to market conditions at the end of 2008. Another key issue in a volatile environment is risk management. For the past two years, we have taken a more systematic approach to how we develop and work on an integrated approach to risk in the Group. During 2008, we placed particular emphasis on further strengthening what we call Enterprise Risk Management, and continued work to identify and evaluate the Group’s risks and risk management. We now have a framework and a structure in place. Governance and control, strategies, risk management and corporate responsibility are closely related issues. In this year’s Annual Report, this is highlighted by placing the sections on Risk Management, Corporate Governance and Corporate Responsibility close together. We are endeavoring to further develop our work within these areas into an integrated part of daily operations. We have made some progress, but much work remains – which is the way it should be. These are not processes with xed completion dates; they must be developed and improved continuously. Anders Narvinger Chairman of the Board 42 ANNUAL REPORT 2008 TRELLEBORG AB CORPORATE GOVERNANCE REPORT Corporate Governance 2008 Trelleborg is a publicly traded Swedish limited company that is listed on the NASDAQ OMX Nordic Exchange Stockholm. Trelleborg applies the Swedish Code of Corporate Governance and presents its 2008 Corporate Governance Report in this section. Follow-up during 2008 has resulted in Trelleborg not having any deviations to report. This report has not been examined by the Company’s auditor. Shareholders Trelleborg’s Series B shares have been traded on the NASDAQ OMX Further information on corporate governance Nordic Exchange in Stockholm since 1964. Share capital in Trelleborg The following information is available at www.trelleborg.com: amounted to sek 2,259 m, represented by 90,357,261 shares, each with • The document “Overview of Trelleborg AB’s application of the Swedish a par value of sek 25.00. Code of Corporate Governance” Trelleborg has two classes of shares: 9,500,000 Series A shares and • In-depth information on internal steering documents, such as the 80,857,261 Series B shares. Series A shares each carry ten votes and Series Articles of Association and the Code of Conduct B shares each carry one vote. All of the Series A shares are owned by the • Information from Trelleborg’s Annual General Meetings since 2004: Dunker Funds and Foundations, which were created through testamentary • Notification of AGM disposition by former owner and founder of the Helsingborg and • Minutes of AGM Trelleborg rubber-production plants, Henry Dunker, who died in 1962. • President’s presentations At the end of the year, the number of shareholders was 42,600 • Press releases (41,631). • Corporate Governance Reports of earlier years, since 2004. Of the total number of shares, foreign shareholders accounted for The Swedish Code of Corporate Governance is available at: approximately 18 percent (26). Institutions accounted for the majority www.kodkollegiet.se. of ownership. Of the total shares at year-end, 83 percent (85) were owned by legal entities, 17 percent (15) by private individuals, repre- • Re-election of the Board members Heléne Bergquist, Staffan Bohman, senting 91 percent (92) and 9 percent (8), respectively, of the total Rolf Kjellman, Claes Lindqvist, Anders Narvinger and Peter Nilsson. number of votes. The election of new Board member Sören Mellstig to replace For further information on the share and shareholders, refer to Berthold Lindqvist, who declined re-election. pages 108 – 109 and Trelleborg’s website. • Re-election of Anders Narvinger as Chairman of the Board. Annual General Meeting • Re-election of PricewaterhouseCoopers as the Company’s auditor The 2008 Annual General Meeting took place on Monday, April 28, for an additional four-year period. 2008 in Trelleborg. At the meeting, 649 shareholders were in atten- • That fees to Board members, excluding travel expenses, should be dance, personally or by proxy, representing about 70 percent of the paid in the total amount of sek 2,750,000, to be distributed as fol- votes. One shareholder, Dunker Funds and Foundations, represented lows: sek 950,000 to be paid to the Chairman and sek 360,000 to approximately 79 percent of the votes at the meeting on its own. be paid to each member of the Board who is not an employee of the Anders Narvinger was elected Chairman of the meeting. Group, that remuneration should be paid to the Audit Committee in All Board members elected by the Annual General Meeting were the amount of sek 150,000 to the Chairman of the Committee and present, with the exception of Berthold Lindqvist. sek 100,000 to the other Audit Committee members, that remunera- Resolutions tion should be paid for assignments in the Nominations Committee The minutes from the Annual General Meeting have been made avail- in the amount of sek 50,000, and that the auditor’s fees shall be based able on Trelleborg’s website. The resolutions passed by the Meeting on a cost-level agreement for the four-year mandate period. included the following: • The principles for remuneration and other conditions of employment • To pay a dividend of sek 6.50 per share for 2007 as per the Board’s for the President and other senior executives. and President’s proposal. • Procedures for the Nominations Committee’s appointment and work. Annual General Meeting attendance Number of shareholders Ownership structure % Number Number % 100 1,000 60,000 100 80 800 50,000 80 40,000 60 600 60 30,000 40 400 40 20,000 20 200 10,000 20 0 0 0 0 2006 2007 2008 2004 2005 2006 2007 2008 2004 2005 2006 2007 2008 Votes, % Persons, number Number of shareholders Foreign shareholders, % Swedish shareholders, % ANNUAL REPORT 2008 TRELLEBORG AB 43 CORPORATE GOVERNANCE REPORT Nominations Committee Inc and CFO of Esselte AB, where he also held other positions. Hans In accordance with a resolution by the 2008 Annual General Meeting, Biörck has been a member of the Henry and Gerda Dunker Founda- the Chairman of the Board was assigned the task of asking five repre- tion and Donation Fund No. 2 since 2003. He is also a member of the sentatives of the company’s major shareholders at the close of the third Swedish Financial Reporting Board. quarter to become members of the Nominations Committee in order Moreover, the Committee proposes the re-election of all other to formulate proposals on Board members, the Chairman of the Board, Board members, with Anders Narvinger as Chairman. and remuneration to Board members and Board committees to be pre- sented for approval at the 2009 Annual General Meeting. The compo- Board of Directors sition of the Nominations Committee was published on Trelleborg’s Trelleborg’s Board of Directors comprises seven members elected by the website and through a press release on October 23, 2008. Annual General Meeting, which includes the President and CEO. The selection aim of the principal owners is that elected Board Sören Mellstig was elected as a new Board member to the 2008 members shall possess knowledge and experience relevant to Trelleborg. Board of Directors. Berthold Lindqvist declined re-election. Other The rules regarding independent Board members, as stated in the members were re-elected. All personnel representatives were re-elected: Swedish Code of Corporate Governance, are observed. Kim Davidsson and Karin Linsjö representing LO (The Swedish Trade The Nomination Committee for 2009 held two meetings and a Union Confederation), and Alf Fredlund and Rolf Larsson (deputy) number of telephone conferences.
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